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Procedures for Convocation and holding a General Meeting
• The General Meeting of the Shareholders of EUROTERRA BULGARIA Plc shall be held at the business residence of the company - the city of Sofia.
• The regular annual General Meeting of the Shareholders shall be held by the end of the first six months, after the end of the financial year.

• In the event that the losses of the company exceed ½ of its capital, a General Meeting is to be held not later than three months after establishing the loss.

• Extraordinary General Meeting of the Shareholders shall be convened, in the event of necessity to be taken decisions on items within the competence of the General Meeting, under the procedure, set in the operative legislation and these rules.

• The General Meeting of Shareholders may be convened by the Board of Directors at any time.

• Shareholders, holding for a period exceeding three months, jointly or separately, shares representing at least 5 % of the capital of the company shall have the right to request that the district court convenes a General Meeting or authorizes their representative to convene a General Meeting under respective agenda, prepared by them.

• The regular annual General Meeting shall be convened after verification by the Board of Directors of the annual financial report of the company, the management report and the proposal for distribution of profit.

• Convocation of the shareholders to a General meeting shall be done through an invitation, announced in the commercial register and published in one central daily newspaper, at least 30 days prior to the date of the meeting.

• The invitation shall indicate the company and its registered seat; the place, date and time of the meeting; the kind of general meeting; announcement of the formalities, which should be done for taking part in the meeting and exercising the right to vote; the agenda of the items, suggested for discussion and particular proposals for decisions.

• All proposals related to main corporate events shall be presented as separate items in the agenda of the General Meeting, where the proposal for distribution of profit shall be in a separate item.

• Except for the information under Art. 223, para. 4 from the Commercial Law, the invitation for the General Meeting must also include information on the total number of shares and voting rights in the General Meeting, as well as on the right of the shareholders to participate in the General Meeting.

• All written materials related to the agenda of the General Meeting shall be particular and clear, prepared in a way which does not allow any misleading of shareholders.

• In the event that the agenda of the General Meeting includes election of members of the Board of Directors, the materials shall also include data of the full name, permanent address and professional qualification of the persons, nominated for members. This rule shall also apply when the item has been included in the agenda under the procedure of Art.233а of the Commercial Law.

• Within the period of at least 45 days prior to the date of the General Meeting, the invitation together with the written materials related to the agenda of the meeting shall be sent to the Financial Supervision Commission, BSE - Sofia JSC and Central Depositary JSC.

• The written materials related to the agenda of the General Meeting should be given at the disposal of the shareholders not later than the date of announcement of the invitation for convocation of the General Meeting in the commercial register. Upon request, they shall be submitted to each shareholder by the Investor Relations Director, free of charge.

• The General Meeting of shareholders cannot take decisions on items, which have not been announced, according to the operative provisions of the Commercial Law, unless in the cases when all shareholders are present or represented at the meeting and nobody objects to the issues, brought forward for discussion.

• Members of the Board of Directors shall answer correctly, comprehensively and substantially all the questions of shareholders, asked at the General Meeting in relation to the economic and financial standing and the commercial activity of the company, except for circumstances which represent internal information.

• All shareholders of the company can ask questions, whether they are related to the agenda of the General Meeting or not.


• For the session of the General Meeting a list of the present shareholders or their representatives and the number of owned or represented shares shall be prepared. The shareholders and representatives attest their presence by signature. The list shall be certified by the chairman and the secretary of the General Meeting.

• Each session of the General Meeting assigns a chairman, secretary and counter/s, who may not be shareholders.

• The General Meeting of Shareholders can take decisions if there are present or represented shareholders with voting rights, holding at least ½ of the capital of the company. In the absence of quorum, a new session is to be set down within 1 month as of the date of the first session and it shall be legal, independent of the represented shares with voting rights. The date of the new session may be specified in the invitation for the first session.

• Voting at the General Meeting shall be open and each shareholder shall have as many votes as the number of the owned shares.

• A shareholder or his/her representative cannot take part in the voting for laying claims against him/her and for taking actions in relation to his/her responsibilities to the company.

• The decisions of the General Meeting are taken with a majority of the represented shares, except for the decisions under Art. 18, "a", "b", "c" and "d" from the Articles of association of EUROTERRA BULGARIA Plc which shall be taken with a majority of 2/3 of the represented shares at the General Meeting.

• The General Meeting of Shareholders shall take decisions under Art. 114, para. 1 from the Law on Public Offering of Securities in the event of acquisition or disposal with long term assets with a majority of 3/4 of the represented shares at the General Meeting.

• The decisions of the General Meeting of Shareholders shall become effective immediately, unless their effect is postponed or if according to the provisions of law they become effective after their entry in the commercial register.

• The company shall immediately inform the Financial Supervision Commission, BSE - Sofia JSC and the Central Depositary about the decision of the General Meeting regarding the kind and amount of the dividend, as well as regarding the conditions and procedure for its payment.

• For each session of the General Meeting a record in a special book shall be kept, indicating:

1. the place and time of holding the session;

2. the names of the chairman and the secretary, as well as names of the counters of votes;
3. the presence of members of the Board of Directors, as well as the presence of persons who are not shareholders;
4. the proposals made in essence;
5. the voting and the results from the voting;
6. the objections being made.

• The record shall be signed by the chairman, the secretary and the counters of votes at the General Meeting.

• A list of the present shareholders or their representatives, the number of owned or represented shares as well as the documents related to the convocation of the General Meeting shall be enclosed to the record.

• Upon request of a shareholder or member of the Board of Directors, there may be present a notary at the General Meeting of Shareholders, to make a written statement of ascertainment according to Art.488а from the Civil Procedure Code. A copy of the written statement of ascertainment shall be enclosed to the record of the General Meeting.

• The records and the attachments to them shall be kept in the company at least 5 years. Upon request they are given by the Investor Relations Director to each shareholder who wants to be acquainted with them.